Unassociated Document


    AGREEMENT

     

    This
AGREEMENT, dated as of December 18, 2009 (this “Agreement”), is by
and among HIGHBURY FINANCIAL INC., a Delaware corporation (the “Company”), PEERLESS
SYSTEMS CORPORATION, a Delaware corporation (“Peerless”), and
TIMOTHY E. BROG (Mr. Brog and Peerless are collectively referred to herein as
the “Peerless
Parties”).

     

    WHEREAS,
the Company has filed with the Securities and Exchange Commission (the “SEC”) and mailed to
the stockholders of the Company definitive proxy materials for use in connection
with the Company’s 2009 annual meeting of stockholders (the “Annual Meeting”), in
which the Board of Directors of the Company (the “Board of Directors”)
has proposed to elect two candidates nominated by the Board of Directors,
Messrs. Hoyt Ammidon Jr. and John D. Weil (collectively, the “Company Nominees”),
to the Board of Directors, each to serve as a director for a term of three years
expiring in 2012 (the “Company
Proposal”);

     

    WHEREAS,
the Peerless Parties have filed with the SEC and mailed to the stockholders of
the Company definitive proxy materials for use in connection with the Annual
Meeting, in which the Peerless Parties have proposed, among other things, to
(i) elect
Mr. Brog to the Board of Directors to serve as a director for a term of three
years expiring in 2012, (ii) adopt a
non-binding resolution that the Board of Directors amend the certificate of
incorporation and the bylaws of the Company to eliminate the classified Board of
Directors and (iii) adopt a
non-binding resolution that the Board of Directors immediately redeem all rights
under the Rights Agreement, dated as of August 10, 2009, between the Company and
Continental Stock Transfer & Trust Company, and that the Board of Directors
obtain prior stockholder approval of any future implementation of a shareholder
rights plan (the proposals described in items (i) through (iii) above,
collectively, the “Peerless
Proposals”);

     

    WHEREAS,
the Company has solicited proxies from the stockholders of the Company to vote
for the Company Proposal, and the Peerless Parties have solicited proxies from
the stockholders of the Company to vote for the Peerless Proposals (such
solicitation of proxies by the Company and the Peerless Parties to vote for
their respective proposals submitted to the Annual Meeting is referred to herein
as the “Proxy
Contest”); and

     

    WHEREAS,
the Company has entered into an Agreement and Plan of Merger, dated as of
December 12, 2009 (as the same may be amended or supplemented, the “Merger Agreement”),
with Affiliated Managers Group, Inc., a Delaware corporation (“Parent”), and Manor
LLC, a Delaware limited liability company and a wholly owned subsidiary of
Parent (“Merger
Sub”), pursuant to which the Company will merge with and into Merger Sub
(the “Merger”),
with Merger Sub continuing as the surviving company and a wholly owned
subsidiary of Parent following the Merger, all in accordance with the terms and
subject to the conditions set forth in the Merger Agreement.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    NOW,
THEREFORE, in consideration of and reliance upon the mutual covenants and
agreements contained herein, and for other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the parties hereto
agree as follows:

     

    Section
1. Board
Composition.  Subject to the terms and conditions set forth in
this Agreement, the Company hereby agrees that if (a) the Merger and the
other transactions contemplated by the Merger Agreement are not consummated on
or prior to July 16, 2010, or (b) the Merger
Agreement has been terminated by any of the parties thereto, then as promptly
thereafter as reasonably practicable, the Board of Directors, at a duly convened
meeting, shall adopt such resolutions, and shall take all other necessary action
in accordance with the certificate of incorporation and the bylaws of the
Company, as necessary to increase the size of the Board of Directors and to
appoint Mr. Brog to serve as a director of the Company for a term expiring at
the 2012 annual meeting of stockholders of the Company, or until his successor
is duly elected and has qualified, provided, however, that if the
Merger is consummated Mr. Brog will resign as a director of the Company as of
the effective time of the Merger.

     

    Section
2. Termination of
Proxy Contest; Withdrawal of Request for Stockholders List.

     

    (a)
Immediately following the execution and delivery of this Agreement by the
parties hereto:

     

    (i) the
Peerless Parties shall cease all efforts, direct or indirect, in furtherance of
the Proxy Contest and any related solicitation of proxies in connection with the
Annual Meeting, and shall not vote, deliver or otherwise use any proxies
heretofore obtained by the Peerless Parties from any stockholders of the Company
in connection with the Proxy Contest; and

     

    (ii) the
Company shall cease all direct or indirect negative solicitation efforts
relating to the Annual Meeting concerning the Peerless Parties and their
respective Affiliated Persons.

     

    (b) Each
of the Peerless Parties hereby agrees that (i) such Peerless
Party shall, or shall cause the holder or holders of record of the Company
Voting Securities held by such Peerless Party (collectively, the “Peerless Securities”)
on the record date for the Annual Meeting to, vote (or cause to be voted) all of
the Peerless Securities at the Annual Meeting, or at any adjournment thereof, in
favor of the election of each of the Company Nominees to the Board of Directors,
and (ii) the
Peerless Parties shall refrain from taking (and refrain from causing others to
take) any action necessary to properly present any of the Peerless Proposals at
the Annual Meeting.

     

    
      
         

      

      
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    (c) The
Peerless Parties hereby irrevocably withdraw their demand for a stockholder list
and other materials previously made pursuant to Section 220 of the Delaware
General Corporation Law or otherwise, and shall promptly return to the Company
all materials and summaries or duplicates thereof that have been delivered to
the Peerless Parties or their respective representatives prior to the date
hereof.

     

    Section
3. Standstill.  Except
as required under this Agreement, during the period commencing on the date
hereof and ending upon the termination of this Agreement (the “Standstill Period”),
each of the Peerless Parties hereby agrees that, without the prior approval of
the Board of Directors (as evidenced by a formal resolution adopted by the Board
of Directors and recorded in its minutes), it or he shall not, and it or he
shall cause their respective Affiliated Persons not to, directly or
indirectly:

     

    (a)
acquire, offer to acquire, agree to acquire, become the beneficial owner of or
obtain any rights in respect of any Company Voting Securities;

     

    (b)
solicit proxies, assist any other Person in any way, directly or indirectly, in
the solicitation of proxies, or otherwise become a “participant” in a
“solicitation” or assist any “participant” in a “solicitation” (as such terms
are defined in Rule 14a-1 of Regulation 14A under the Exchange Act, as in effect
on the date of this Agreement) in opposition to any recommendation or proposal
of the Board of Directors, or submit any proposal for the vote of stockholders
of the Company (or any successor thereof) or recommend or request or induce or
attempt to induce any other Person to take any such action, or seek to advise,
encourage or influence any other Person with respect to the voting of Company
Voting Securities (including, without limitation, by seeking written
authorization or consent of holders of Company Voting Securities);

     

    (c) join
in or in any other way participate in a pooling agreement, syndicate, voting
trust or other Group with respect to Company Voting Securities or otherwise act
in concert with any other Person, for the purpose of acquiring, holding, voting
or disposing of Company Voting Securities;

     

    (d) take
any action, alone or in concert with any other Person, to (i) seek to effect a
change in control of the Company, its successors of any of their Affiliated
Persons, (ii)
seek to effect a Reorganization Transaction (other than the Merger) with respect
to the Company, (iii) seek to effect
any control or influence over the management of the Company, its successors or
any of its Affiliated Persons, the Board of Directors or the policies of the
Company, its successor or any of its Affiliated Persons, (iv) advise, assist or
encourage or finance (or assist or arrange financing to or for) any other Person
in connection with any of the matters restricted by, or to otherwise seek to
circumvent the limitations of the provisions of, this Section 3 (any such action
described in clauses (i) through (iv) of this Section 3(d), a “Company Transaction
Proposal”), (v) publicly suggest
or announce its willingness or desire to engage in a transaction or group of
transactions or have another Person engage in a transaction or group of
transactions that would result in a Company Transaction Proposal, (vi) initiate,
request, induce, encourage or attempt to induce or give encouragement to any
other Person to initiate, or otherwise provide assistance to any Person who has
made or is contemplating making, any proposal that can reasonably be expected to
result in a Company Transaction Proposal, or (vii) request a
waiver, modification or amendment of any provisions of this Section
3;

     

    
      
         

      

      
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    provided, however, that nothing
in this Section 3 shall prohibit the Peerless Parties from making a confidential
proposal to the Special Committee of the Board of Directors that the Peerless
Parties reasonably believe constitutes a Superior Proposal (as defined in the
Merger Agreement).

     

    Section
4. Voting
Agreement.  Each of the Peerless Parties hereby agrees that
until this Agreement is terminated in accordance with its terms, such Peerless
Party shall, or shall cause the holder or holders of record of the Peerless
Securities on any applicable record date to, be present for quorum purposes and
vote (or cause to be voted) all of the Peerless Securities at any annual or
special meeting, or at any adjournment thereof or pursuant to any consent of the
stockholders of the Company, in lieu of a meeting or otherwise, in accordance
with the recommendation of the Board of Directors with respect to the Merger
Agreement and the transactions contemplated thereby, including the Merger, provided that there
is no change in the material terms from those in effect on December 12,
2009.

     

    Section
5. Waiver of Appraisal
Rights.  Each of the Peerless Parties hereby agrees not to
exercise any appraisal rights or dissenter’s rights in respect of any shares of
capital stock or other securities of the Company that such Peerless Party may be
entitled to with respect to the Merger.

     

    Section
6. Release and
Covenant Not to Sue.

     

    (a) Each
of the Peerless Parties, in any and all capacities (including as a stockholder,
employee, officer, director, consultant or service provider of the Company or
any of its subsidiaries), for itself and for each of its affiliates,
stockholders, directors, officers, employees, agents, representatives,
successors and assigns, past, present and future (collectively, and including
the Peerless Parties, the “Releasing Persons”),
hereby agrees and confirms as follows:

     

    
      
         

      

      
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    (i)
effective from and after the date of this Agreement, it hereby forever and fully
releases and discharges the Company and each of its affiliates, controlling
persons, directors, officers, stockholders, employees, agents, representatives,
heirs, assigns, executors, administrators, predecessors and successors, past,
present and future, in each case, both individually and in their official
capacities (collectively, and including the Company, the “Released Persons”),
and agrees to hold each Released Person harmless from, any and all rights,
claims, warranties, demands, debts, obligations, liabilities, costs, attorneys’
fees, expenses, suits, losses, damages, judgments, suits, issues and causes of
action of any kind or nature whatsoever (collectively, “Claims”), whether
known or unknown, suspected or unsuspected, matured or unmatured, contingent or
absolute, hidden or concealed, regarding any matter whatsoever, that such
Releasing Person has, could have, or in the future can or might assert in any
court, tribunal or proceeding against any Released Person, and that have arisen,
could have arisen, arise now, or hereafter arise out of any event, occurrence,
or circumstance taking place on or prior to the date of signing of this
Agreement; provided, however, that if a
class-action lawsuit arising from events on or before the date of signing of
this Agreement were to be filed on behalf of present or former Company
stockholders without any direct or indirect involvement, instigation, or
participation by any Peerless Party, then nothing in this release shall be
deemed to prevent any Peerless Party from receiving its proportionate share of
any benefit that may accrue to current or former Company stockholders by virtue
of such class action lawsuit; and

     

    (ii) from
and after the date of this Agreement, (A) none of the
Peerless Parties or any of their respective affiliates shall, without the prior consent of the Company, instigate, solicit,
assist, intervene in, or otherwise voluntarily participate in any litigation or
arbitration in which the Company, or any of its directors or officers, are named
as parties with respect to any Claim arising out of any event, occurrence, or
circumstance taking place on or prior to the date of signing of this Agreement;
provided that
the foregoing shall not prevent any Peerless Party or any of their respective
Affiliated Persons and other affiliates from responding to a validly issued
legal process, and (B) the Peerless
Parties agree to give the Company at least five (5) business days notice of the
receipt of any legal process requesting information regarding the Company or any
of its directors or officers.

     

    
      
         

      

      
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    (b) The
Company in any and all capacities, for itself and for each of its affiliates,
stockholders, directors, officers, employees, agents, representatives,
successors and assigns, past, present and future (collectively, and including
the Company, the “Company Releasing
Persons”), hereby agrees and confirms as follows:

     

    (i)           effective
from and after the date of this Agreement, it hereby forever and fully releases
and discharges each of the Peerless Parties, and each of their respective
affiliates, controlling persons, directors, officers, stockholders, employees,
agents, representatives, heirs, assigns, executors, administrators, predecessors
and successors, past, present and future, in each case, both individually and in
their official capacities (collectively, and including Peerless and Mr. Brog,
the “Company Released
Persons”), and agrees to hold each Company Released Person harmless from,
any and all  Claims, whether known or unknown, suspected or
unsuspected, matured or unmatured, contingent or absolute, hidden or concealed,
regarding any matter whatsoever, that such Company Releasing Person has, could
have, or in the future can or might assert in any court, tribunal or proceeding
against any Company Released Person, and that have arisen, could have arisen,
arise now, or hereafter arise out of any event, occurrence, or circumstance
taking place on or prior to the date of signing of this Agreement;
and

     

    (ii) from
and after the date of this Agreement, (A) neither the
Company nor any of its affiliates shall, without the prior consent of Peerless,
instigate, solicit, assist, intervene in, or otherwise voluntarily participate
in any litigation or arbitration in which the Peerless Parties , or any of their
respective directors or officers, are named as parties with respect to any Claim
arising out of any event, occurrence, or circumstance taking place on or prior
to the date of signing of this Agreement; provided that the
foregoing shall not prevent the Company or any of its Affiliated Persons and
other affiliates from responding to a validly issued legal process, and (B) the Company
agrees to give Peerless at least five (5) business days notice of the receipt of
any legal process requesting information regarding the Peerless Parties or any
of their respective directors or officers.

     

    (c) Each
of the parties hereby represents that (i) it has had
sufficient time to consider this release of claims and to consult with an
attorney or any other person of its choosing prior to signing this Agreement,
(ii) it is
signing this Agreement voluntarily and with a full understanding of its terms
and (iii) in
signing this Agreement (and the release of claims included herein), it has not
relied on any promises or representations, express or implied, that are not set
forth expressly in the Agreement.

     

    Section
7. Non-Disparagement.  From
and after the date hereof, none of the parties hereto or any of their respective
Affiliated Persons, affiliates, directors, officers, stockholders, employees,
agents or representatives shall make, or cause to be made, any statement or
announcement that relates to and constitutes an ad hominem attack on, or
relates to and otherwise disparages, the other parties hereto or any of their
respective affiliates, directors, officers, stockholders, employees, agents or
representatives, past, present or future, in any document or report filed with
or furnished to the SEC or any other governmental agency, in any press release
or other publicly available format, or to any journalist or member of the media
(including, without limitation, in any television, radio, newspaper or magazine
interview).

     

    
      
         

      

      
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    Section
8. Expenses.  The
Company hereby agrees to pay to Peerless $200,000 to reimburse it for its
expenses incurred in connection with the Proxy Contest.  The Company
agrees to pay such amount to Peerless within three (3) business days after the
date hereof, by wire transfer of immediately available funds to an account
designated by Peerless in writing.

     

    Section
9. Public
Announcement.  Each of the parties hereto may announce the
execution and delivery by the parties of this Agreement and the material terms
hereof by means of a press release, each of which shall be in form and substance
reasonably acceptable to the other party hereto (it being understood that each
party may include such press release in any document or report filed with or
furnished to the SEC).  The parties shall use reasonable efforts to
make such announcement on the same date and at the same time, unless otherwise
required by applicable law.  Neither the Company nor the Peerless
Parties shall make any public announcement or statement that is inconsistent
with or contrary to the statements made in the press release described in the
preceding sentence of this Section 9, except (i) with the prior
written consent of the other party or (ii) as required by
applicable law or the rules of any stock exchange on which such party’s
securities are traded; provided that in the case of clause (ii), the disclosing
party shall use reasonable efforts to provide the other parties with an
opportunity to review such announcement prior to its release to the extent
feasible in complying with applicable law.

     

    Section
10. Miscellaneous.

     

    (a) Certain
Definitions.

     

    (i)
“Affiliated
Person” shall mean with respect to any Person, (A) such Person’s
“immediate family” as defined in Rule 16a-1 under the Exchange Act, (B) any other Person
of which such Person or his “immediate family”, individually or collectively,
owns a majority of the voting securities (or in the case of a limited liability
company or partnership, a majority of the economic interest or limited
partnership interests, respectively, or, in the case of a trust, act as trustee
or is a majority economic beneficiary of such trust), and (C) any fund or
collectively investment vehicle in which such Person or any of the Persons
described in clauses (A) or (B) hereof is a advisor, general partner, managing
member or manager.

     

    (ii)
“Company Voting
Securities” shall mean, collectively, (A) any shares of
capital stock of the Company entitled to vote generally for the election of the
directors of the Company during the term of this Agreement and (B) any other
securities, warrants or options or rights of any nature (whether or not issued
by the Company) that are convertible into, exchangeable for, or exercisable for,
or otherwise give the holder thereof any rights in respect of (whether or not
subject to the passage of time, contingencies or  contractual
restrictions of any combination thereof), any security described in clause (A)
of this definition.

     

    
      
         

      

      
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    (iii)  “Exchange Act” shall
mean the Securities Exchange Act of 1934, as amended.

     

    (iv)
“Group” shall
mean two or more Persons acquiring, holding, voting or disposing of securities
which would constitute a “person” within the meaning of Section 13(d)(3) of the
Exchange Act.

     

    (v)
“Person” shall
mean an individual, partnership, corporation, business trust, joint stock
company, trust, unincorporated association, joint venture or other entity of
whatever nature.

     

    (vi)
“Reorganization
Transaction” shall mean (A) any merger,
consolidation, recapitalization, liquidation or other business combination
transaction involving the Company or any of its subsidiaries (or any successors
to any of such entities), (B) any tender offer
or exchange offer for any securities of the Company or any of its subsidiaries
(or any successors to any of such entities) or (C) any sale or other
disposition of assets of the Company or any of its subsidiaries (or any
successors to any of such entities) in a single transaction or in a series of
related transactions in each of the foregoing cases constituting individually or
in the aggregate 5% or more of the assets of the Company (or any successor) or
5% or more of the then outstanding Company Voting Securities.

     

    (b) Specific
Performance.  Each of the parties hereto acknowledges that the
other parties hereto will be irreparably harmed by any violations of any of the
covenants or agreements of such party that are contained in this Agreement, and
that there will be no adequate remedy at law for such violations.  It
is accordingly agreed that, in addition to any other remedies which may be
available to any of the parties hereto upon the breach by any other party hereto
of such covenants and agreements, such party shall have the right to obtain
injunctive relief to restrain any breach or threatened breach of such covenants
or agreements or otherwise to obtain specific performance of any of such
covenants or agreements.

     

    (c) Termination.  This
Agreement and all obligations hereunder shall terminate upon the earliest to
occur of (i)
mutual agreement of the Company and the Peerless Parties, (ii) the consummation
of the Merger, (iii) August 13, 2010
or (iv) the
termination of the Merger Agreement; provided, however, that the
obligations set forth in Section 6 shall survive and continue in full force and
effect following any such termination.  If following the date hereof,
(i) the Company
has breached in any material respect any of its covenants or agreements set
forth herein, (ii) the Peerless
Parties have provided written notice of such breach to the Company and (iii) such breach has
not been cured within 30 days of delivery of such notice, all obligations of
Peerless Parties hereunder (except under Section 6) shall
terminate.  If following the date hereof, (i) the Peerless
Parties have breached in any material respect any of their covenants or
agreements set forth herein, (ii) the Company has
provided written notice of such breach to the Peerless Parties and (iii) such breach has
not been cured within 30 days of delivery of such notice, all obligations of the
Company hereunder (except under Section 6) shall terminate.

     

    
      
         

      

      
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    (d) Binding
Effect.  This Agreement shall be binding upon and inure to the
benefit of and be enforceable by the parties hereto and their respective
representatives and permitted successors and assigns.

     

    (e) Entire
Agreement.  This Agreement contains the entire understanding of
the parties and supersedes all prior agreements and understandings between the
parties with respect to its subject matter.  This Agreement may be
amended only by a written instrument duly executed by the parties
hereto.

     

    (f) Headings.  The
headings contained in this Agreement are for reference purposes only and shall
not affect in any way the meaning or interpretation of this
Agreement.

     

    (g) Assignment.  No
party may assign either this Agreement or any of its rights, interests, or
obligations hereunder without the prior written approval of the other
parties.

     

    (h) Counterparts.  This
Agreement may be executed in one or more counterparts (including by facsimile or
by an electronic scan delivered by electronic mail), each of which shall be an
original, but each of which together shall constitute one and the same
Agreement.

     

    
      
         

      

      
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    (i) Notices.  All
notices and other communications hereunder shall be in writing and shall be
deemed duly given (i) on the date of
delivery if delivered personally, or by facsimile, upon confirmation of receipt,
(ii) on the
first business day following the date of dispatch if delivered by a recognized
next-day courier service, or (iii) on the fifth business day following the date
of mailing if delivered by registered or certified mail, return receipt
requested, postage prepaid.  All noticed hereunder shall be delivered
as set forth below, or pursuant to such other instructions as may be designated
in writing by the party to receive such notice:

     

    
      
        	
              	
                (A)

              	
                if
      to the Company, to:

              


      

    

     

    Highbury
Financial Inc.

    999 18th
Street

    Suite
3000

    Denver,
Colorado 80202

    Attention:
Chief Financial Officer

    Facsimile
No.: 646-224-8222

    


    with a
copy to:

    


    Bingham
McCutchen LLP

    399 Park
Avenue

    New York,
New York 10022

    Attention:
Floyd I. Wittlin

    Facsimile
No.: 212-752-5378

    


    with a
copy to:

    


    Debevoise
& Plimpton LLP

    919 Third
Avenue

    New York,
New York 10022

    Attention:
Michael W. Blair

    Facsimile
No.: 212-521-7531

    


    
      	
            	
              (B)

            	
              If
      to the Peerless Parties, to:

            


    

     

    Peerless
Systems Corporation

    2361
Rosecrans Ave.

    Suite
440

    El
Segundo, CA 90245

    Attention:  William
Neil

    Facsimile
No.:  310-536-0058

    


    with a
copy to:

     

    Timothy
Brog

    2
Coventry Lane

    Riverside,
CT 06878

    Facsimile
No.:  310-536-0058

    


    Any party
may by notice given in accordance with this Section 10(i) to the other parties
to designate updated information for notices hereunder.

     

    
      
         

      

      
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    (j) Governing
Law.  This Agreement shall be governed by and construed and
enforced in accordance with the laws of the State of Delaware, without regard to
its principles of conflicts of laws.

     

    (k) Waiver of Jury
Trial.  EACH PARTY HERETO IRREVOCABLY WAIVES ANY AND ALL RIGHT
TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS
AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

     

    (l) Enforceability.  The
invalidity or unenforceability of any provision or provisions of this Agreement
shall not affect the validity or enforceability of any other provision of this
Agreement, which shall remain in full force and effect.  Upon a
determination that any term or other provision is invalid, illegal or incapable
of being enforced, the parties hereto will negotiate in good faith to modify
this Agreement so as to effect the original intent of the parties as closely as
possible in an acceptable manner to the end that the transactions contemplated
hereby are fulfilled to the fullest extent possible and, absent agreement among
the parties, a court is authorized to so modify this Agreement.

     

    (m) Notice of
Proposals.  Nothing in this Agreement shall prohibit the
Peerless Parties from giving notice to the Company during the term of this
Agreement relating to the nomination of directors or any other matter as to
which a stockholder of the Company may properly make a proposal at the 2010
annual meeting of stockholders, provided, however, that such
notice may not be given prior to the tenth day preceding the latest date it is
required to be given in order to be considered timely under the Company’s
advance notice by-law provisions.

     

    


     

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    IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed as of the day and year first above written.

     

    
      	 	HIGHBURY
      FINANCIAL INC.	 
	 	 	 	 
	
               

            	
              By:
      

            	/s/ R. Bradley
      Forth	 
	 	 	Name:  R.
      Bradley Forth	 
	 	 	Title:  EVP
      & CFO	 
	 	 	 	 


    

     

    
      	 	PEERLESS SYSTEMS
      COPORATION	 
	 	 	 	 
	
               

            	
              By:
      

            	/s/ Timothy
      Brog	 
	 	 	Name:  Timothy Brog	 
	 	 	Title:  Chairman
      of the Board	 
	 	 	 	 
	 	 	 	 
	 	TIMOTHY
      E. BROG	 
	 	 	 	 
	 	 	/s/ Timothy
      Brog